AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made the 1st day of January, 2005, by and between XXXXXXXXXXX REAL ASSET
FUND (hereinafter referred to as the "Fund"), and OPPENHEIMERFUNDS, INC. (hereinafter
referred to as "OFI").
WHEREAS, the Fund is an open-end, non-diversified management investment company
registered as such with the Securities and Exchange Commission (the "Commission") pursuant
to the Investment Company Act of 1940 (the "Investment Company Act"), and OFI is an
investment adviser registered as such with the Commission under the Investment Advisers Act
of 1940; and
WHEREAS, the Fund desires that OFI shall act as its investment adviser pursuant to
this Agreement, which amends and restates the Investment Advisory Agreement dated March 18,
1997 by and between the Fund and OFI;
NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set
forth, it is agreed by and between the parties, as follows:
1. General Provision.
The Fund hereby employs OFI and OFI hereby undertakes to act as the investment
adviser of the Fund and to perform for the Fund such other duties and functions as are
hereinafter set forth. OFI shall, in all matters, give to the Fund and its Board of
Trustees the benefit of its best judgment, effort, advice and recommendations and shall, at
all times conform to, and use its best efforts to enable the Fund to conform to (i) the
provisions of the Investment Company Act and any rules or regulations thereunder; (ii) any
other applicable provisions of state or Federal law; (iii) the provisions of the
Declaration of Trust and By-Laws of the Fund as amended from time to time; (iv) policies
and determinations of the Board of Trustees of the Fund; (v) the fundamental policies and
investment restrictions of the Fund as reflected in its registration statement under the
Investment Company Act or as such policies may, from time to time, be amended by the Fund's
shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund
in effect from time to time. The appropriate officers and employees of OFI shall be
available upon reasonable notice for consultation with any of the Trustees and officers of
the Fund with respect to any matters dealing with the business and affairs of the Fund
including the valuation of portfolio securities of the Fund which are either not registered
for public sale or not traded on any securities market.
2. Investment Management.
(a) OFI shall, subject to the direction and control by the Fund's Board of Trustees,
(i) regularly provide investment advice and recommendations to the Fund with respect to its
investments, investment policies and the purchase and sale of securities and other
instruments; (ii) supervise continuously the investment program of the Fund and the
composition of its portfolio and determine what securities shall be purchased or sold by
the Fund; and (iii) arrange, subject to the provisions of paragraph 7 hereof, for the
purchase of securities and other investments for the Fund and the sale of securities and
other investments held in the Fund's portfolio.
(b) Provided that the Fund shall not be required to pay any compensation for
services under this Agreement other than as provided by the terms of this Agreement and
subject to the provisions of paragraph 7 hereof, OFI may obtain investment information,
research or assistance from any other person, firm or corporation to supplement, update or
otherwise improve its investment management services.
(c) Provided that nothing herein shall be deemed to protect OFI from willful
misfeasance, bad faith or gross negligence in the performance of its duties, or reckless
disregard of its obligations and duties under this Agreement, OFI shall not be liable for
any loss sustained by reason of good faith errors or omissions in connection with any
matters to which this Agreement relates.
(d) Nothing in this Agreement shall prevent OFI or any officer thereof from acting
as investment adviser for any other person, firm or corporation or in any way limit or
restrict OFI or any of its directors, officers, stockholders or employees from buying,
selling or trading any securities for its or their own account or for the account of others
for whom it or they may be acting, provided that such activities will not adversely affect
or otherwise impair the performance by OFI of its duties and obligations under this
Agreement.
(e) OFI may, at its option and subject to approval by the Trustees of the Fund, and
to the extent necessary, the shareholders of the Fund, appoint a subadviser to assume
certain or all of the responsibilities and obligations of OFI under this Agreement.
(f) OFI shall have no investment discretion with respect to futures contracts,
options or futures contracts, or other instruments regulated by the Commodity Futures
Trading Commission ("CFTC") except, to the extent permitted by or consistent with Rule 4.5
and Rule 4.14 promulgated under the Commodity Exchange Act, or as otherwise permitted by
applicable law, regulation or regulatory relief.
3. Other Duties of OFI.
OFI shall, at its own expense, provide and supervise the activities of all
administrative and clerical personnel as shall be required to provide effective corporate
administration for the Fund, including the compilation and maintenance of such records with
respect to its operations as may reasonably be required; the preparation and filing of such
reports with respect thereto as shall be required by the Commission; composition of
periodic reports with respect to operations of the Fund for its shareholders; composition
of proxy materials for meetings of the Fund's shareholders; and the composition of such
registration statements as may be required by Federal and state securities laws for
continuous public sale of shares of the Fund. OFI shall, at its own cost and expense, also
provide the Fund with adequate office space, facilities and equipment. OFI shall, at its
own expense, provide such officers for the Fund as the Board of Trustees may request.
4. Allocation of Expenses.
All other costs and expenses of the Fund not expressly assumed by OFI under this
Agreement, or to be paid by the Distributor of the shares of the Fund, shall be paid by the
Fund, including, but not limited to: (i) interest and taxes; (ii) brokerage commissions;
(iii) insurance premiums for fidelity and other coverage requisite to its operations; (iv)
compensation and expenses of its trustees other than those affiliated with OFI; (v) legal
and audit expenses; (vi) custodian and transfer agent fees and expenses; (vii) expenses
incident to the redemption of its shares; (viii) expenses incident to the issuance of its
shares against payment therefor by or on behalf of the subscribers thereto; (ix) fees and
expenses, other than as hereinabove provided, incident to the registration under Federal
and state securities laws of shares of the Fund for public sale; (x) expenses of printing
and mailing reports, notices and proxy materials to shareholders of the Fund; (xi) except
as noted above, all other expenses incidental to holding meetings of the Fund's
shareholders; and (xii) such extraordinary non-recurring expenses as may arise, including
litigation, affecting the Fund and any legal obligation which the Fund may have to
indemnify its officers and trustees with respect thereto. Any officers or employees of OFI
or any entity controlling, controlled by or under common control with OFI who also serve as
officers, trustees or employees of the Fund shall not receive any compensation from the
Fund for their services.
5. Compensation of OFI.
The Fund agrees to pay OFI and OFI agrees to accept as full compensation for the
performance of all functions and duties on its part to be performed pursuant to the
provisions hereof, a fee computed on the aggregate net asset value of the shares of the
Fund as of the close of each business day and payable monthly at the following annual rate:
1.00% of the first $200 million of net assets;
0.90% of the next $200 million;
0.85% of the next $200 million;
0.80% of the next $200 million; and
0.75% of net assets in excess of $800 million.
6. Use of Name "Xxxxxxxxxxx."
OFI hereby grants to the Fund a royalty-free, non-exclusive license to use the name
"Xxxxxxxxxxx" in the name of the Fund for the duration of this Agreement and any extensions
or renewals thereof. To the extent necessary to protect OFI's rights to the name
"Xxxxxxxxxxx" under applicable law, such license shall allow OFI to inspect and, subject to
control by the Fund's Board, control the nature and quality of services offered by the Fund
under such name and may, upon termination of this Agreement, be terminated by OFI, in which
event the Fund shall promptly take whatever action may be necessary to change its name and
discontinue any further use of the name "Xxxxxxxxxxx" in the name of the Fund or
otherwise. The name "Xxxxxxxxxxx" may be used or licensed by OFI in connection with any of
its activities, or licensed by OFI to any other party.
7. Portfolio Transactions and Brokerage.
(a) OFI is authorized, in arranging the purchase and sale of the Fund's portfolio
investments, to employ or deal with such members of securities or commodities exchanges,
brokers, dealers or futures commission merchants (hereinafter "broker-dealers"), including
"affiliated" broker-dealers (as that term is defined in the Investment Company Act), as
may, in its best judgment, implement the policy of the Fund to obtain, at reasonable
expense, the "best execution" (prompt and reliable execution at the most favorable security
price obtainable) of the Fund's portfolio transactions as well as to obtain, consistent
with the provisions of subparagraph (c) of this paragraph 7, the benefit of such investment
information or research as will be of significant assistance to the performance by OFI of
its investment management functions.
(b) OFI shall select broker-dealers to effect the Fund's portfolio transactions on
the basis of its estimate of their ability to obtain best execution of particular and
related portfolio transactions. The abilities of a broker-dealer to obtain best execution
of particular portfolio transaction(s) will be judged by OFI on the basis of all relevant
factors and considerations including, insofar as feasible, the execution capabilities
required by the transaction or transactions; the ability and willingness of the
broker-dealer to facilitate the Fund's portfolio transactions by participating therein for
its own account; the importance to the Fund of speed, efficiency or confidentiality; the
broker-dealer's apparent familiarity with sources from or to whom particular securities
might be purchased or sold; as well as any other matters relevant to the selection of a
broker-dealer for particular and related transactions of the Fund.
(c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage
on the Fund's portfolio transactions to broker-dealers, other than an affiliated
broker-dealer, qualified to obtain best execution of such transactions who provide
brokerage and/or research services (as such services are defined in Section 28(e)(3) of the
Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI or its
affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of
the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a
commission for effecting a portfolio transaction for the Fund that is in excess of the
amount of commission another broker-dealer adequately qualified to effect such transaction
would have charged for effecting that transaction, if OFI determines, in good faith, that
such commission is reasonable in relation to the value of the brokerage and/or research
services provided by such broker-dealer, viewed in terms of either that particular
transaction or the overall responsibilities of OFI or its affiliates with respect to the
accounts as to which they exercise investment discretion. In reaching such determination,
OFI will not be required to place or attempt to place a specific dollar value on the
brokerage and/or research services provided or being provided by such broker-dealer. In
demonstrating that such determinations were made in good faith, OFI shall be prepared to
show that all commissions were allocated for purposes contemplated by this Agreement and
that the total commissions paid by the Fund over a representative period selected by the
Fund's trustees were reasonable in relation to the benefits to the Fund.
(d) OFI shall have no duty or obligation to seek advance competitive bidding for the
most favorable commission rate applicable to any particular portfolio transactions or to
select any broker-dealer on the basis of its purported or "posted" commission rate but
will, to the best of its ability, endeavor to be aware of the current level of the charges
of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting
its portfolio transactions to the extent consistent with the interests and policies of the
Fund as established by the determinations of the Board of Trustees of the Fund and the
provisions of this paragraph 7.
(e) The Fund recognizes that an affiliated broker-dealer: (i) may act as one of the
Fund's regular brokers for the Fund so long as it is lawful for it so to act; (ii) may be a
major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio
transactions for the Fund only if the commissions, fees or other remuneration received or
to be received by it are determined in accordance with procedures contemplated by any rule,
regulation or order adopted under the Investment Company Act for determining the
permissible level of such commissions.
8. Duration.
This Agreement will take effect on the date first set forth above. Unless earlier
terminated pursuant to paragraph 10 hereof, this Agreement shall remain in effect from year
to year, so long as such continuance shall be approved at least annually by the Fund's
Board of Trustees, including the vote of the majority of the trustees of the Fund who are
not parties to this Agreement or "interested persons" (as defined in the Investment Company
Act) of any such party, cast in person at a meeting called for the purpose of voting on
such approval, or by the holders of a "majority" (as defined in the Investment Company Act)
of the outstanding voting securities of the Fund and by such a vote of the Fund's Board of
Trustees.
9. Disclaimer of Shareholder or Trustee Liability.
OFI understands and agrees that the obligations of the Fund under this Agreement are
not binding upon any shareholder or Trustee of the Fund personally, but bind only the Fund
and the Fund's property; OFI represents that it has notice of the provisions of the
Declaration of Trust of the Fund disclaiming shareholder or Trustee liability for acts or
obligations of the Fund.
10. Termination.
This Agreement may be terminated (i) by OFI at any time without penalty upon sixty
days' written notice to the Fund (which notice may be waived by the Fund); or (ii) by the
Fund at any time without penalty upon sixty days' written notice to OFI (which notice may
be waived by OFI) provided that such termination by the Fund shall be directed or approved
by the vote of a majority of all of the trustees of the Fund then in office or by the vote
of the holders of a "majority" of the outstanding voting securities of the Fund (as defined
in the Investment Company Act).
11. Assignment or Amendment.
This Agreement may not be amended or the rights of OFI hereunder sold, transferred,
pledged or otherwise in any manner encumbered without the affirmative vote or written
consent of the holders of the "majority" of the outstanding voting securities of the Fund.
This Agreement shall automatically and immediately terminate in the event of its
"assignment," as defined in the Investment Company Act.
12. Definitions.
The terms and provisions of the Agreement shall be interpreted and defined in a
manner consistent with the provisions and definitions contained in the Investment Company
Act.
XXXXXXXXXXX REAL ASSET FUND
By: /s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
Vice President and Secretary
OPPENHEIMERFUNDS, INC.
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
Chairman, President and Chief Executive Officer
